Annual / Quarterly Financial Statement • Mar 11, 2019
Annual / Quarterly Financial Statement
Open in ViewerOpens in native device viewer
Regulated information
La Hulpe, 11 March 2019
ATENOR ended the 2018 financial year with a net consolidated result of 35.18 million Euro, an increase of nearly 60% compared to 2017.
The Board of Directors will propose a gross dividend of € 2.20 per share to the General Assembly, as against € 2.08 the previous year.
| Results | 31.12.2018 | 31.12.2017 | ||||
|---|---|---|---|---|---|---|
| Net consolidated result (group share) | 35,177 | 22,179 | ||||
| Profit per share (in Euro) | 6.48 | 4.07 | ||||
| Number of shares | 5,631,076 | 5,631,076 | ||||
| of which own shares | 231,825 | 198,622 | ||||
| Balance sheet | 31.12.2018 | 31.12.2017 | ||||
| Total assets | 670,765 | 593,180 | ||||
| Cash position at the end of the period | 106,590 | 43,296 | ||||
| Net indebtedness (-) | -333,688 | -333,835 | ||||
| Total of consolidated equity | 170,298 | 149,640 |
The revenues from ordinary activities amount to 99.77 million Euro. They mainly include: (a) the revenue earned by the forward sale of the Buzzcity project booked following the state of progress (Leudelange; € 20.06 M), (b) the last tranche of Vaci Greens D building (Budapest) paid following the building's delivery (€ 9.40 M), (c) the revenue linked to the sales of the apartments of the projects The One (Brussels ; € 19.32 M), City Dox (Brussels ; € 15.38), Au Fil des Grands Prés (Mons ; € 10.25 M) and UP-site (Brussels ; € 6.02 M) and (d) the lease revenues from the Hermès Business Campus (Bucharest), University Business Center (Warsaw) and the Nysdam buildings (La Hulpe) for 13.70 million Euro.
The other operating revenue (€41.12 M), sharply increasing, mainly includes the capital gains earned on the transfers of the shares of The One Office SA (office part of the The One project) in December 2018, Naos SA (projet Naos) according to the state of progress of the project and Senior Island SA (City Dox) following the delivery of the rest home in May 2018 (total of €33.28 M) and the reinvoicing of service charges and miscellaneous costs of the leased buildings (€4.07 M).
The operating result amounts to 46.04 million Euro as against €35.38 M in 2017 mainly influenced this year by the sale of the shareholdings covering the projects The One (office part) (Brussels; €19.48 M), Naos (Belval; €8.30 M) and City Dox (rest home part - Brussels; €2.78 M), by the contribution of the Buzzcity office project following its sale in future state of completion (Leudelange ; €4.47 M), by the completion of the sales of the buildings A, B and D of the Vaci Greens project (Budapest; €3.44 M) and by the sales of the apartments of the various residential projects mainly including City Dox (Anderlecht), The One (Brussels) and Au Fil des Grands Prés (Mons) for €2.77 M, €2.76 M and €2.60 M respectively.
The rental revenue net of charges of the HBC (Bucharest; €9.17 M), UBC (Warsaw ; 1.64M) and Nysdam (La Hulpe; €0.96 M) buildings give an additional contribution to the annual result.
The net financial result amounts to -8.61 million Euro, compared with -10.37 million Euro in 2017. The decrease of net financial charges is mainly due to the decrease in ATENOR's average net indebtness and in the weighted average borrowing rate compared to 2017.
Income taxes: The amount of this item comes to 2.16 million Euro (compared to €2.48 M in 2017). This caption includes both the statutory tax and the deferred tax assets and liabilities linked to the evolution of the sale of the aforementioned projects.
Taking the preceding factors into account, the group net result of the financial year amounts to 35.18 million Euro compared to 22.18 million Euro in 2017, an increase of 58.61 %.
The consolidated shareholders' equity amounts to 170.30 million Euro compared with 149.64 million at 31 December 2017, an increase of 13.8% (+20.66 million Euro).
As at 31 December 2018, the net consolidated indebtedness stabilised at 333.69 million Euro, compared with a net consolidated indebtedness of 333.84 million Euro as at 31 December 2017. In April 2018, we successfully issued a "retail" type bond in two tranches for a total amount of 50 million Euro. At the end of the period, we sold our subsidiary THE ONE OFFICE, which had a positive impact on our net cash position of 100 million Euro.
The consolidated indebtedness consists, on the one hand, of a long-term debt amounting to 293.10 million Euro and on the other hand, of a short-term debt amounting to 147.17 million Euro. The available cash amounts to 106.59 million Euro compared to 43.29 million Euro at 31 December 2017.
The "buildings held for sale" classified under "Stock" represent the real estate projects in portfolio and in the course of development. This item amounts to 459.20 million Euro, an increase of 15.23 million Euro in comparison with 31 December 2017 (€ 443.97 million).
This net variation results primarily (a) from the acquisition of the lands and buildings of the projects University Business Center (Warsaw), Am Wehrhahn (Düsseldorf), UP-site Bucharest and Au Fil des Grands Prés (phase 2 in Mons) for a total of 66.55 million Euro, (b) from the continuation of the works of the Com'Unity (Paris), City Dox (Brussels) and Berges de l'Argentine (La Hulpe) projects for 30.22 million Euro and (c) from the sale of the projects The One (office part; Brussels), Buzzcity (Leudelange) and the sales of the apartments of the projects The One (residential part), Au Fil des Grands Prés and UP-site which reduce the stock by 81.33 million Euro. The remaining difference is distributed over the other projects in development.
ATENOR SA sold its own shares to a newly formed subsidiary named ATENOR LONG TERM GROWTH to set up a new share options plan addressed to ATENOR staff and some of its service providers.
On the closing date, ATENOR LONG TERM GROWTH SA held 68,398 ATENOR shares.
The number of ATENOR shares held on 31 December 2018 by the subsidiary ATENOR GROUP INVESTMENTS amounts to 163,427 (situation that is unchanged from December 2017).
These shares aim to serve the share options plans (2015 to 2018) allocated to ATENOR staff and some of its service providers.
The Board of Directors will propose, to the General Assembly of 26 April 2019, the payment (for the financial year 2018) of a gross dividend of 2.20 Euro per share (+5.77%), that is, a net dividend after withholding tax (30%) of 1.54 Euro per security.
Subject to the approval of the Ordinary General Assembly, the dividend will be paid out as from 2 May 2019.
| - Ex date |
29 April 2019 |
|---|---|
| -------------- | --------------- |
Over the course of 2018, all our projects developed favourably. This year again, we underline the diversity of the origination of income, the consequence of the functional and geographical diversification of the projects in portfolio.
Following the latest transactions, the portfolio currently includes 23 projects under development with a total of approximately 865,000 m².
The building was delivered at the end of 2018 for its residential part and start of 2019 for its office floor areas. On the commercial side, 91% of the apartments and the two ground-floor retail spaces have been sold (excluding reservations). The office floor areas were offered for lease within the framework of the call for proposals issued by
the European institutions, which concerned the lease of approximately 100,000 m² by 2020-2024. Other contacts are in progress with the public institutions and private companies for the lease of several floors.
In December 2018, ATENOR sold the company The One Office SA, owner of the office part of the The One building to Deka Immobilien Investment Gmbh, a German investment company, while remaining responsible for the leasing of the building.
On the urban planning side, the investigation of the appeal against the RRUZ at the Council of State is continuing and could lead to a "technical" cancellation of the RRUZ. In the long term, we don't see any damaging impact for The One.
Realex is participating in the competitive dialogue organised by the European institutions for the acquisition of a conference centre of about 24,000 m² above ground. For the office area (± 30,000 m²) which completes this project, Realex has also responded to the call for proposals issued by the European institutions, which concerns the lease of ±100,000 m² by 2020-2024.
An application for building permit was submitted at the end of 2018 in order to adapt the project to these requirements.
We remind you that the rest home was delivered on 23 May and the sale of the subsidiary that owns this rest home to Fédérale Assurance has been completed. Its opening fostered the sales process of the 71 service residence units (32% sold) delivered in June. The deliveries of the 93 residential units (76% of which have been sold) and of the 8,500 m² of integrated business services were obtained last November and completed the first phase of the City Dox project.
The lease for a floor area of 2,000 m² signed with IWG (ex Regus) confirms a renewed interest for these integrated business services (IBS) floor areas, for which other negotiations are in progress.
Furthermore, following the issue of the subdivision permit in July 2018 for the second phase of the project, mainly residential and of the planning permit for LOT 3 in January 2019, ATENOR will soon start the construction of 21,000 m² of residential units, 12,700 m² of them subsidised (citydev.brussels), 3,000 m² of production activities and 7,300 m² of integrated business services. The ongoing development will also include a school, public spaces and housing on the edge of the canal.
The studies to be carried out as part of the Midi Master Development Plan (MDP) were launched at the initiative of the Government of the Brussels Region. The drafting of a new project is continuing in order to bring it into line with the views expressed by the Region as to the correct surroundings layout.
This project is a shining example of durability through the density and the mixity it provides near a major station and through its adherence to recent changes in environmental requirements. The urban planning situation is therefore changing, slowly but tangibly.
Mid-January 2019, ATENOR in partnership with 3D Real Estate acquired the company Dossche Immo SA which holds an industrial site of 2.14 ha in Deinze town centre to be converted. With this acquisition, ATENOR has entered the Flemish market.
The planning guidelines authorise a mixed project (housing and retail) of 32,151 m². The intention is to submit a permit application in 2019 and start works as soon as possible after the old owner leaves the site.
Renovation works on the street-front offices (phase 1 – 4,000 m²) have finished. Discussions for letting/sales are in progress.
The second phase of the project (22,000 m² of housing), has been completely revised in order to meet the wishes expressed by the municipal council. A building permit application will be submitted as soon as possible.
The commercial repositioning of the building has been completed; following the last lease contract signings, it has an occupancy rate of 96%, enabling us to launch a sales process, although it is not possible to determine the timing at this stage.
The commercial success of this project has been remarkable considering that the first eight blocks of the first phase (268 homes – 25,500 m² sold in total) have all been (pre)sold. The first six have been delivered and the next two are under construction, with the deliveries spreading until 2020.
Furthermore, with respect to phase two, a new application for 14,000 m² of offices and 3 housing blocks has been submitted. This will enable to link the Grands Prés mall with the new station. In the long term, the development of the following phases will include several hundred apartments.
Construction works of the 5th block have finished. To date, 69% of the 126 apartments developed on the site have been sold. At the same time, the urban revitalization works being executed alongside the project are in the process of completion.
The transfer of the company Naos to institutional investors Ethias et Le Foyer was concluded in November 2018, enabling the capital gain to be booked according to the degree of progress of the project. Delivery of the building is scheduled for July 2019.
At the same time, we are holding negotiations for the lease of the remaining floor areas (73% leased).
This project, awarded following a contest, concerns the development of a mixed building of 14,300 m² on 28.8 ares of land including offices, housing and retail units. The urban development plan (PAP) was submitted in July 2018. Its issuance is expected during the course of the first half of 2019 and will enable us to submit the application for the building permit.
The sale of the project in future state of completion to the fund Fidentia Belux Investments was sealed on 19 December 2018, enabling the result to be booked according to the degree of progress of the development. With the building permit obtained in 2018, construction works should start soon.
Furthermore, the leasing of the office areas has started in a very buoyant market.
Following the tender process, the Eiffage company was awarded the building of the project. The foundation stone was officially laid on 16 October in the presence of the local authorities, for a duration of works of 33 months. The leasing of these office areas is in progress in a highly active Péri-Défense market.
In October 2018, ATENOR signed a promise to purchase a second plot, near the first Com'Unity 1 project. Also located in Bezons, this second investment aims to develop 25,000 m² of offices complementing the offer of the first office building. A building permit was submitted in March 2019.
Acquired in November 2018, this mixed project, located in the heart of Düsseldorf involves the renovation of a supermarket, pre-leased to REWE for 15 years, and the creation of 33 residential units and parking spaces. The project has a building permit. The start of works is scheduled for the 2nd quarter of 2019.
We remind you that ATENOR, through its new Polish subsidiary, completed on 1 June the acquisition of long term lease rights on two office buildings of 30,500 m² offering an annual rental income of approximately three million Euro. These offices located in the very active Mokotow quarter of Warsaw will undergo redevelopment in two phases, the first being the demolition and reconstruction of UBC 1, the smallest and oldest of the two buildings. This redevelopment has been conceived to fit perfectly with the neighbouring university, currently being enlarged.
After the completion of the sale of the Vaci Greens D building in January 2018, ATENOR started the construction and sales' process of the last two buildings in a buoyant market.
The F building is 23% pre-leased, and several negotiations are in progress for the remaining floor areas.
ATENOR has started the construction and leasing of building A (23,000 m²) in a market, as indicated above, that is still growing.
Advanced-stage conversations are in progress for the sale of the company NGY, which holds the three buildings. At this stage, it is not yet possible to confirm that these negociations will lead to a sale in 2019.
Over the last few months, the investment market has sharply grown, becoming increasingly attractive to international investors.
In the meantime, these buildings being nearly fully leased, Atenor is enjoying lease revenues of approximately €10 M per year.
The urban planning procedure, complex in that it covers one already classified area and another new, denser area, is progressing satisfactorily. All the required authorisations should be obtained in the first half of 2019.
Advanced-stage conversations are still in progress for the lease of the entire project. Furthermore, other conversations are being held for a multi-lease.
The permit for over 54,000 m² of offices should be obtained in the first half of 2019, which would enable us to start the initial phase of the works. Several expressions of interest have been received for the lease of the floor areas.
UP-site Bucharest – Floreasca/Vacarescu district, Bucharest (2 towers totalling approximately 250 apartments) In December 2018, ATENOR acquired a plot in the heart of the Floreasca/Vacarescu district located near to lake Floreasca and 200m from the Aurel Vlaicu metro station. The development of the project including 2 residential towers of 14 and 24 floors (250 apartments and 400 parking spaces) should start in a few months' time.
Economic growth at European level is slowing down slightly; furthermore, macro-economic factors are creating a climate of uncertainty. Despite this, ATENOR is starting 2019 with confidence borne by the advantage of its international diversification and the quality of its projects in portfolio.
In the framework of its diversified and recurrent funding strategy, ATENOR foresees, as last year, to come back on the financial market depending on the market conditions.
In 2019, all our efforts will be targeted at the marketing and development of the projects in portfolio.
After an acquisition in Warsaw at the start of 2018, the signing of a promise to purchase for a second plot in the Paris region and a first acquisition in Düsseldorf (Germany), ATENOR recently made its first move in Flanders (Deinze). With its strong international presence, ATENOR is remaining highly selective in the choice of its new investments.
| | Ordinary General Assembly 2018 | 26 April 2019 | ||||
|---|---|---|---|---|---|---|
| | Dividend payment (subject to the approval of the General Assembly) | 2 May 2019 |
||||
| | Intermediate declaration for first quarter 2019 | 14 May 2019 |
||||
| | Half-year results 2019 | 4 September 2019 | ||||
| | Intermediate declaration for third quarter 2019 | 14 November 2019 | ||||
| | Year results 2019 | 9 March 2020 | ||||
| | General Assembly 2019 | 24 April 2020 | ||||
| Contacts and Information |
For more detailed information, please contact Stéphan Sonneville SA, CEO or Mr Sidney D. Bens, CFO. +32 (2) 387.22.99 +32 (2) 387.23.16 e-mail : [email protected] www.atenor.be
| In thousands of EUR | ||
|---|---|---|
| 2018 | 2017 | |
| 99.766 | 220.430 | |
| Operating revenue Turnover |
85.888 | 209.730 |
| Property rental income | 13.878 | 10.700 |
| Other operating income | 41.116 | 8.558 |
| Gain (loss) on disposals of financial assets | 34.927 | 1.757 |
| Other operating income | 6.174 | 6.719 |
| Gain (loss) on disposals of non-financial assets | 1 5 | 8 2 |
| Operating expenses (-) | -94.847 | -193.609 |
| Raw materials and consumables used (-) | -145.548 | -152.206 |
| Changes in inventories of finished goods and work in progress | 119.314 | 10.922 |
| Employee expenses (-) | -2.890 | -2.767 |
| Depreciation and amortization (-) | -206 | -269 |
| Impairments (-) | 1.433 | 1.346 |
| Other operating expenses (-) | -66.950 | -50.635 |
| RESULT FROM OPERATING ACTIVITIES - EBIT | 46.035 | 35.379 |
| Financial expenses (-) | -9.750 | -11.343 |
| Financial income | 1.137 | 972 |
| Share of profit (loss) from investments consolidated by the equity method | -228 | -466 |
| PROFIT (LOSS) BEFORE TAX | 37.194 | 24.542 |
| Income tax expense (income) (-) | -2.157 | -2.480 |
| PROFIT (LOSS) AFTER TAX | 35.037 | 22.062 |
| Post-tax profit (loss) of discontinued operations | 0 | 0 |
| PROFIT (LOSS) OF THE PERIOD | 35.037 | 22.062 |
| Non controlling interests | -140 | -117 |
| Group profit (loss) | 35.177 | 22.179 |
| EARNINGS PER SHARE | EUR | |
| 2018 | 2017 | |
| Total number of issued shares | 5.631.076 | 5.631.076 |
| of which own shares | 231.825 | 198.622 |
| Weighted average number of shares (excluding own shares) | 5.431.951 | 5.451.285 |
| Basic earnings | 6,48 | 4,07 |
| Diluted earnings per share Proposal of gross dividend per share |
6,48 2,20 |
4,07 2,08 |
| Other elements of the overall profit and losses | In thousands of EUR | |
| 2018 | 2017 | |
| Group share result | 35.177 | 22.179 |
| Items not to be reclassified to profit or loss in subsequent periods : | ||
| Employee benefits | 2 9 | -140 |
| Items to be reclassified to profit or loss in subsequent periods : | ||
| Translation adjusments | -583 | 476 |
| Cash flow hedge | 0 | 0 |
| Overall total results of the group | 34.623 | 22.515 |
| Overall profits and losses of the period attributable to third parties | -140 | -117 |
| In thousands of EUR | ||||
|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | |||
| NON-CURRENT ASSETS | 56.928 | 43.806 | ||
| Property, plant and equipment | 549 | 287 | ||
| Intangible assets | 176 | 327 | ||
| of which goodwill | 8 2 | 173 | ||
| Investments consolidated by the equity method | 14.732 | 20.123 | ||
| Deferred tax assets | 6.337 | 5.404 | ||
| Other non-current financial assets | 11.869 | 12.745 | ||
| Non-current trade and other receivables | 23.265 | 4.920 | ||
| CURRENT ASSETS | 613.837 | 549.374 | ||
| Inventories | 459.202 | 443.973 | ||
| Other current financial assets | 68.064 | 25.011 | ||
| Current tax receivables | 1.067 | 1.176 | ||
| Current trade and other receivables | 37.432 | 51.125 | ||
| Current loans payments | 1.346 | 221 | ||
| Cash and cash equivalents | 42.145 | 23.121 | ||
| Other current assets | 4.581 | 4.747 | ||
| TOTAL ASSETS | 670.765 | 593.180 |
| In thousands of EUR | |||
|---|---|---|---|
| 31.12.2018 | 31.12.2017 | ||
| TOTAL EQUITY | 170.298 | 149.640 | |
| Group shareholders' equity | 167.352 | 146.717 | |
| Issued capital | 57.631 | 57.631 | |
| Reserves | 119.727 | 97.281 | |
| Treasury shares (-) | -10.006 | -8.195 | |
| Non controlling interests | 2.946 | 2.923 | |
| Non-current liabilities | 297.789 | 213.777 | |
| Non-current interest bearing borrowings | 293.105 | 198.682 | |
| Non-current provisions | 648 | 6.718 | |
| Pension obligation | 455 | 476 | |
| Deferred tax liabilities | 1.125 | 7.037 | |
| Current trade and other payables | 1.542 | 0 | |
| Other non-current liabilities | 914 | 864 | |
| Current liabilities | 202.678 | 229.763 | |
| Current interest bearing debts | 147.174 | 178.449 | |
| Current provisions | 5.040 | 0 | |
| Current tax payables | 2.986 | 4.930 | |
| Current trade and other payables | 33.554 | 42.980 | |
| Other current liabilities | 13.924 | 3.404 | |
| TOTAL EQUITY AND LIABILITIES | 670.765 | 593.180 |
(*) The VAT debt obligation (€7.1 million on 31.12.2017) has been reclassified from the "Tax Receivable" heading to the"Current trade and other receivables" heading.
| In thousands of EUR | ||
|---|---|---|
| 31.12.2018 | 31.12.2017 | |
| Operating activities | ||
| Net result - |
35.177 | 22.179 |
| Result of non controlling interests - |
-140 | -117 |
| Result of Equity method Cies - |
228 | 466 |
| Net finance cost - |
6.994 | 7.798 |
| Income tax expense - |
2.986 | 10.054 |
| Result for the year - |
45.245 | 40.380 |
| Depreciation - |
206 | 269 |
| Amortisation and impairment - |
-1.433 | 567 |
| Translation adjustments - |
463 | 4.258 |
| Provisions - |
-960 | 4.410 |
| Deferred taxes - |
-830 | -7.574 |
| (Profit)/Loss on disposal of fixed assets - |
-34.992 | -1.839 |
| SOP / IAS 19 - |
141 | -197 |
| Adjustments for non cash items - |
-37.405 | -106 |
| Variation of inventories - |
-122.634 | -14.090 |
| Variation of trade and other amounts receivables - |
41.832 | 7.314 |
| Variation of trade payables - |
9.803 | 3.890 |
| Variation of amounts payable regarding wage taxes - |
4 1 | 248 |
| Variation of other receivables and payables - |
5.712 | -28.444 |
| - Net variation on working capital | -65.246 | -31.082 |
| Interests received - |
1.132 | 971 |
| Income tax (paid) received - |
-4.917 | -9.829 |
| Cash from operating activities (+/-) | -61.191 | 334 |
| Investment activities | ||
| Acquisitions of intangible and tangible fixed assets - |
-409 | -165 |
| Acquisitions of financial investments - |
-6 | |
| New loans - |
-492 | -688 |
| Subtotal of acquired investments - |
-907 | -853 |
| Disposals of intangible and tangible fixed assets - |
15 | 81 |
| Disposals of financial investments - |
57.804 | |
| Reimbursement of loans - |
1.364 | 910 |
| Subtotal of disinvestments - |
59.183 | 991 |
| Cash from investment activities (+/-) | 58.276 | 138 |
| Financial activities | ||
| Increase in capital - |
300 | |
| Treasury shares - |
-1.642 | -1.124 |
| Proceeds from borrowings - |
127.868 | 45.815 |
| Repayment of borrowings - |
-41.980 | -119.209 |
| Interests paid - |
-6.545 | -9.615 |
| Dividends paid to company's shareholders - |
-11.317 | -11.154 |
| Directors' entitlements - |
-316 | -316 |
| Cash from financial activities (+/-) | 66.068 | -95.303 |
| Net cash variation | 63.153 | -94.831 |
| Cash and cash equivalent at the beginning of the year (*) - |
43.296 | 138.315 |
| Net variation in cash and cash equivalent - |
63.153 | -94.831 |
| Non cash variations (Cur. conversion, chge in scope, etc) - |
141 | -188 |
| Cash and cash equivalent at end of the year - |
106.590 | 43.296 |
(*) The cash at start of the period of the previous closings has been restated to reflect the value of the securities of the Beaulieu certificate. The period's variations on this item are reflected in the variation of the other debt obligations and debts of the working capital.
In thousands of EUR
| Issued capital | Hedging reserves | Own shares | Consolidated reserves |
Profit/loss of the period |
IAS 19R reserves |
Cumulative translation adjusments |
Minority interests |
Total Equity | |
|---|---|---|---|---|---|---|---|---|---|
| 2017 | |||||||||
| Balance as of 01.01.2017 | 57.631 | - | -7.092 | 102.163 | - | -291 | -15.756 | 2.740 | 139.395 |
| Profit/loss of the period Other elements of the overall results |
- | - | - | - | 22.179 | - -140 |
- 476 |
-117 | 22.062 336 |
| Total comprehensive income | - - |
- - |
- - |
- - |
- 22.179 |
-140 | 476 | - -117 |
22.398 |
| Capital increase Paid dividends Own shares Share based payment Others |
- - - - - |
- - - - - |
- - -1.103 - - |
- -11.154 - -196 - |
- - - - - |
- - - - - |
- - - - - |
- - - - 300 |
- -11.154 -1.103 -196 300 |
| Balance as of 31.12.2017 | 57.631 | -8.195 | 90.813 | 22.179 | -431 | -15.280 | 2.923 | 149.640 | |
| 2018 | - | ||||||||
| Balance as of 01.01.2018 | 57.631 | - | -8.195 | 112.992 | - | -431 | -15.280 | 2.923 | 149.640 |
| Change of method - IFRS 15 | - | - | - | -1.001 | - | - | - | - | -1.001 |
| Adjusted opening balance | 57.631 | - | -8.195 | 111.991 | - | -431 | -15.280 | 2.923 | 148.639 |
| Profit/loss of the period Other elements of the overall results |
- - |
- - |
- - |
- - |
35.177 - |
- 29 |
- -583 |
-139 - |
35.038 -554 |
| Total comprehensive income | - | - | - | - | 35.177 | 29 | -583 | -139 | 34.484 |
| Capital increase Paid dividends Own shares Share based payment Others |
- - - - - |
- - - - - |
- - -1.811 - - |
- -11.317 - 141 - |
- - - - - |
- - - - - |
- - - - - |
- - - - 162 |
- -11.317 -1.811 141 162 |
| Balance as of 31.12.2018 | 57.631 | - | -10.006 | 100.815 | 35.177 | -402 | -15.863 | 2.946 | 170.298 |
The consolidated financial statements of the Group as at 31 December 2018 including the annual report including all financial statements and attached notes were adopted by the Board of Directors on 1 March 2019.
The consolidated financial statements as at 31 December 2018 were drawn up in accordance with the IFRS standards as adopted in the European Union.
The evaluation rules adopted for the preparation of the consolidated financial situation as at 31 December 2018 have not been modified from the rules followed for the preparation of the annual report as at 31 December 2017, except for the possible adaptations made necessary by the entry into force of the IFRS standards and interpretations applicable as from 1 January 2018.
Except for the impact of IFRS 15 explained below (*), these amendments and new interpretations have no significant impact on the presentation, disclosure requirements or the consolidated financial performance and / or situation of ATENOR.
ATENOR did not adopt by anticipation these new or amended standards and interpretations.
This new standard, ratified by the European Union came into effect on 1 January 2018. It describes a single comprehensive framework that entities must use to recognise revenue from contracts with customers and in the case of ATENOR, where appropriate, with its investors.
It replaces the existing standards on revenue recognition, including "IAS 18 - Revenue" and "IAS 11 - Construction contracts" and related interpretations.
The European (ESMA) and Belgian (FSMA) regulators published in July 2016 their recommendations for the implementation and integration of this standard in the consolidated accounts.
The fundamental principle the IFRS poses is that ATENOR should recognise revenue in order to show when assets are provided to customers (buyers or investors in office buildings, apartments or in companies) and the amount of consideration that ATENOR expects to recognise in exchange for such disposals. This fundamental principle is presented as a five-step model:
ATENOR applies IFRS 15 since 1 January 2018 according to the simplified retrospective method. In application of this method, the comparative periods have not been restated and the impact relating to the change of the evaluation rule has been directly recorded in the opening equity (refer to the Consolidated state of equity variations). This impact stands at 1 million euros net of tax.
The table below details per item the IFRS 15 transition and the recognition in result in 2018 and 2019 linked to the change in method:
| In thousands of EUR | Equity | Result recognition | ||||
|---|---|---|---|---|---|---|
| 01.01.2018 | 2018 | Total | ||||
| Turnover | -1.410 | 1.263 | 147 | 1.410 | ||
| Cost price | -12 | 7 8 -66 |
1 2 | |||
| Gross result | -1.422 | 1.341 | 8 1 | |||
| Tax - 29.58% | 421 | -397 | -24 | -421 | ||
| Net impact | -1.001 | 944 | 5 7 | 1.001 |
The life cycle of the real estate projects of ATENOR can be summarised in three major phases: the land purchase phase, the project development and construction phase, and the marketing and sales phase. The length and process of these phases are neither similar nor comparable from one project to another.
Follow-up and compliance with the planning of each of these projects are assured by the implementation of a regular communication system. Internal control is provided by:
As soon as a project reaches the construction phase, a monthly progress meeting is held with:
This communication system allows ATENOR to determine, monitor and resolve well upfront all potential operational risks well.
| In thousands of EUR | |||||
|---|---|---|---|---|---|
| 31.12.2018 | 31.12.2017 | ||||
| Short-term deposits | 64.445 | 20.175 | |||
| Bank balances | 42.143 | 23.119 | |||
| Cash at hand | 2 | 2 | |||
| Cash and cahs equivalents | 106.590 | 43.296 |
Read pages 2 and 8 – comments relating to the main items of the consolidated balance sheet
| FINANCIAL DEBTS | Current | Non-current | Total |
|---|---|---|---|
| Up to 1 year | More than 1 year |
||
| Movements on financial liabilities | |||
| On 31.12.2017 | 178.449 | 198.682 | 377.131 |
| Movements of the period | |||
| - New loans | 26.406 | 100.500 | 126.906 |
| - Reimbursement of loans | -41.769 | -41.769 | |
| - Entries in the consolidation scope | |||
| - Exits from the consolidation scope | -22.096 | -22.096 | |
| - Variations from foreign currency exchange | -4 | -4 | -8 |
| - Short-term/long-term transfer | 6.119 | -6.119 | |
| - Others | 6 9 | 4 6 | 115 |
| On 31.12.2018 | 147.174 | 293.105 | 440.279 |
In April 2018, ATENOR issued two retail-type bond tranches of € 30 M (3.50% - maturity 2024) and €20 M (2.875% maturity 2022) respectively. These bonds are listed on Alternext Brussels.
In the context of its European Medium Term Notes (EMTN) programme, ATENOR has placed three new issues: €2 M (2.25% - maturity 2021), €2.5 M (2.125% - maturity 2021), €10 M (3.50% - maturity 2025). All these bonds are quoted on Alternext Brussels.
Within the context of its MTN programme, ATENOR issued an amount of €26 M with maturities spreading from 2020 to 2022.
Atenor also contracted additional financing of €10 M within the framework of its Realex project.
| In thousands of EUR | ||
|---|---|---|
| 2018 | 2017 | |
| Dividends on ordinary shares declared and paid during the period: | 11.317 | 11.154 |
| In thousands of EUR | ||
|---|---|---|
| Income tax expense / Income - current and deferred | 2018 | 2017 |
| Income tax expense / Income - current | ||
| Current period tax expense | -3.229 | -10.238 |
| Adjustments to tax expense/income of prior periods | 242 | 184 |
| Total current tax expense, net | -2.987 | -10.054 |
| Income tax expense / Income - Deferred | ||
| Related to the current period | 243 | 10.034 |
| Related to tax losses | 587 | -2.460 |
| Total deferred tax expense | 830 | 7.574 |
| Total current and deferred tax expense | -2.157 | -2.480 |
Read pages 1 and 7
| EUR Milliers | 31.12.2018 | 31.12.2017 | ||||
|---|---|---|---|---|---|---|
| Western Europe |
Central Europe |
Total | Western Europe |
Central Europe |
Total | |
| Operating revenue | 77.713 | 22.053 | 99.766 | 81.168 | 139.262 | 220.430 |
| Turnover | 76.484 | 9.405 | 85.889 | 79.411 | 130.319 | 209.730 |
| Property rental income | 1.229 | 12.648 | 13.877 | 1.757 | 8.943 | 10.700 |
| Other operating income | 35.200 | 5.916 | 41.116 | 3.625 | 4.933 | 8.558 |
| Gain (loss) on disposals of financial assets | 33.285 | 1.642 | 34.927 | 1.757 | 1.757 | |
| Other operating income | 1.900 | 4.274 | 6.174 | 1.786 | 4.933 | 6.719 |
| Gain (loss) on disposals of non-financial assets | 1 5 | 1 5 | 8 2 | 8 2 | ||
| Operating expenses (-) | -81.058 | -13.789 | -94.847 | -81.829 | -111.780 | -193.609 |
| Raw materials and consumables used (-) | -88.800 | -56.748 | -145.548 | -107.995 | -44.211 | -152.206 |
| Changes in inventories of finished goods and work in | ||||||
| progress | 62.793 | 56.521 | 119.314 | 54.328 | -43.406 | 10.922 |
| Employee expenses (-) | -2.458 | -432 | -2.890 | -2.437 | -330 | -2.767 |
| Depreciation and amortization (-) | -191 | -15 | -206 | -262 | -7 | -269 |
| Impairments (-) | 1.594 | -161 | 1.433 | 1.396 | -50 | 1.346 |
| Other operating expenses (-) | -53.996 | -12.954 | -66.950 | -26.859 | -23.776 | -50.635 |
| RESULT FROM OPERATING ACTIVITIES - EBIT | 31.855 | 14.180 | 46.035 | 2.964 | 32.415 | 35.379 |
| Financial expenses (-) | -9.027 | -723 | -9.750 | -10.270 | -1.073 | -11.343 |
| Financial income | 1.131 | 6 | 1.137 | 970 | 2 | 972 |
| Share of profit (loss) from investments consolidated by | ||||||
| the equity method | -228 | -228 | -466 | -466 | ||
| PROFIT (LOSS) BEFORE TAX | 23.731 | 13.463 | 37.194 | -6.802 | 31.344 | 24.542 |
| Income tax expense (income) (-) | -2.037 | -120 | -2.157 | -1.042 | -1.438 | -2.480 |
| PROFIT (LOSS) AFTER TAX | 21.694 | 13.343 | 35.037 | -7.844 | 29.906 | 22.062 |
| Post-tax profit (loss) of discontinued operations | ||||||
| PROFIT (LOSS) OF THE PERIOD | 21.694 | 13.343 | 35.037 | -7.844 | 29.906 | 22.062 |
| Intercompany elimination | 1.473 | -1.473 | 0 | 234 | -234 | 0 |
| CONSOLIDATED RESULT | 23.167 | 11.870 | 35.037 | -7.610 | 29.672 | 22.062 |
| Overall profits and losses of the period attributable | ||||||
| to third parties | -140 | -140 | -117 | -117 | ||
| Group share result | 23.307 | 11.870 | 35.177 | -7.493 | 29.672 | 22.179 |
Segment information is prepared, both for internal reporting and external disclosure, on a single sector of activity, i.e. real-estate development projects (office and residential buildings). This activity is presented, managed and monitored by project. The various project committees, the Executive Committee and the Board of Directors are responsible for monitoring the various projects and assessing their performances.
However, based on the location of the projects, two geographical segments are henceforth identifiable: on the one hand, Western Europe, covering Belgium, the Grand Duchy of Luxembourg, France and Germany and on the other hand, Central Europe, covering Poland, Hungary and Romania.
On 31 December 2018, the segmentation evidences the contribution to the results of the projects in Central Europe.
The ATENOR activity report provides more detailed information on the results and purchases and sales during the period reviewed.
| 31.12.2018 | 31.12.2017 | |||||
|---|---|---|---|---|---|---|
| Western | Central | Western | Central | |||
| In thousands of EUR | Europe | Europe | Total | Europe | Europe | Total |
| ASSETS | ||||||
| NON-CURRENT ASSETS | 56.723 | 205 | 56.928 | 43.689 | 117 | 43.806 |
| Property, plant and equipment | 423 | 126 | 549 | 271 | 1 6 | 287 |
| Investment property | ||||||
| Intangible assets | 105 | 7 1 | 176 | 236 | 9 1 | 327 |
| of which goodwill | 1 1 | 7 1 | 8 2 | 8 2 | 9 0 | 172 |
| Investments in related parties | ||||||
| Investments consolidated by the equity | ||||||
| method | 14.732 | 14.732 | 20.123 | 20.123 | ||
| Deferred tax assets | 6.337 | 6.337 | 5.404 | 5.404 | ||
| Other non-current financial assets | 11.861 | 8 | 11.869 | 12.735 | 1 0 | 12.745 |
| Derivatives | ||||||
| Non-current trade and other receivables | 23.265 | 23.265 | 4.920 | 4.920 | ||
| Other non-current assets | ||||||
| CURRENT ASSETS | 362.878 | 250.959 | 613.837 | 337.615 | 211.759 | 549.374 |
| Assets held for sale | ||||||
| Inventories | 238.386 | 220.816 | 459.202 | 279.419 | 164.554 | 443.973 |
| Other current financial assets | 68.064 | 68.064 | 25.011 | 25.011 | ||
| Derivatives | ||||||
| Current tax receivables | 525 | 542 | 1.067 | 509 | 667 | 1.176 |
| Current trade and other receivables | 26.896 | 10.536 | 37.432 | 27.102 | 24.023 | 51.125 |
| Current loans payments | 1 4 | 1.332 | 1.346 | 108 | 113 | 221 |
| Cash and cash equivalents | 27.644 | 14.501 | 42.145 | 4.140 | 18.981 | 23.121 |
| Other current assets | 1.349 | 3.232 | 4.581 | 1.326 | 3.421 | 4.747 |
| TOTAL ASSETS | 419.601 | 251.164 | 670.765 | 381.304 | 211.876 | 593.180 |
| TOTAL EQUITY | 166.754 | 3.544 | 170.298 | 120.089 | 29.551 | 149.640 |
|---|---|---|---|---|---|---|
| Group shareholders' equity | 163.808 | 3.544 | 167.352 | 117.166 | 29.551 | 146.717 |
| Issued capital | 57.631 | 57.631 | 57.631 | 57.631 | ||
| Reserves | 116.183 | 3.544 | 119.727 | 67.730 | 29.551 | 97.281 |
| Treasury shares (-) | -10.006 | -10.006 | -8.195 | -8.195 | ||
| Non controlling interest | 2.946 | 2.946 | 2.923 | 2.923 | ||
| Non-current liabilities | 272.903 | 24.886 | 297.789 | 179.264 | 34.513 | 213.777 |
| Non-current interest bearing borrowings | 269.727 | 23.378 | 293.105 | 171.844 | 26.838 | 198.682 |
| Non-current provisions | 404 | 244 | 648 | 612 | 6.106 | 6.718 |
| Pension obligation | 455 | 455 | 476 | 476 | ||
| Derivatives | ||||||
| Deferred tax liabilities | 775 | 350 | 1.125 | 6.332 | 705 | 7.037 |
| Non-current trade and other payables | 1.542 | 1.542 | ||||
| Other non-current liabilities | 914 | 914 | 864 | 864 | ||
| Current liabilities | -20.056 | 222.734 | 202.678 | 81.951 | 147.812 | 229.763 |
| Current interest bearing debts | 143.714 | 3.460 | 147.174 | 174.990 | 3.459 | 178.449 |
| Current provisions | 4.098 | 942 | 5.040 | |||
| Pension obligation | ||||||
| Derivatives | ||||||
| Deferred tax liabilities | 2.326 | 660 | 2.986 | 4.927 | 3 | 4.930 |
| Current trade and other payables | 28.240 | 5.314 | 33.554 | 25.504 | 17.476 | 42.980 |
| Other current liabilities | 10.849 | 3.075 | 13.924 | 2.069 | 1.335 | 3.404 |
| Intercompany elimination / not allocated | -209.283 | 209.283 | -125.539 | 125.539 | ||
| TOTAL EQUITIES AND LIABILITIES | 419.601 | 251.164 | 670.765 | 381.304 | 211.876 | 593.180 |
| In thousands of EUR | |||
|---|---|---|---|
| 2018 | 2017 | ||
| Buildings intended for sale, beginning balance | 443.973 | 429.209 | |
| Activated costs | 191.806 | 171.196 | |
| Disposals of the year | -72.492 | -157.535 | |
| IFRS 15 transition | -12 | ||
| Exits from the consolidation scope | -106.843 | ||
| Entries in the consolidation scope | |||
| Reclassifications from/to the "Inventories" | -495 | ||
| Borrowing costs (IAS 23) | 3.320 | 2.899 | |
| Foreign currency exchange increase (decrease) | -1.647 | -3.189 | |
| Write-offs (recorded) | -250 | ||
| Write-offs (written back) | 1.841 | 1.392 | |
| Movements during the year | 15.228 | 14.763 | |
| Buildings intended for sale, ending balance | 459.202 | 443.973 | |
| Accounting value of inventories mortgaged (limited to granded loans) | 86.840 | 113.486 |
Refer to the explanations on page 2.
On 12 March 2018, ATENOR issued a new share option tranche (SOP 2018) for the subsidiary named Atenor Group Investments (AGI). The options issued on this subsidiary benefit the members of the Executive Committee, personnel and some service providers.
This SOP may be exercised during the three followings periods from 8 March to 31 March 2021, from 8 to 31 March 2022 and from 8 March to 31 March 2023.
On 12 March 2018, the Board of Directors, on the recommendation of the Remuneration Committee, distributed 940 Atenor Group Participation (AGP) shares in accordance with the remuneration policy described in the "Corporate Governance" section of our 2017 Annual Financial Report (page 68).
Taking the exercise of the SOPs and provisions into account, the total charge of the exercise of the SOPs (ATENOR, AGI and AGP) comes to € 3.4 million.
The Board Meeting of 29 August 2018 decided to acquire 150,000 shares via the subsidiary ATENOR LONG TERM GROWTH SA in order to implement a new share options plan as of 2019.
| In thousands of EUR | ||||
|---|---|---|---|---|
| Participations | 2018 | 2017 | ||
| Victor Estates | 1.183 | 1.127 | ||
| Victor Properties | 6 2 | 7 0 | ||
| Victor Bara | 4.425 | 4.421 | ||
| Victor Spaak | 7.910 | 7.897 | ||
| Immoange | 1.152 | 1.155 | ||
| Naos | 5.453 | |||
| Total | 14.732 | 20.123 |
Following the NAOS transfer agreement on 21 November 2018, profoundly reducing ATENOR's control, ATENOR's shareholding (55%) in NAOS was deconsolidated in accordance with IFRS standards 10 (Consolidated Financial Statements) and 11 (Joint Arrangements).
The capital gain from the transfer of shares is recognised in accordance with the state of progress of the project (76% in 31 December 2018) and contributes by € 8.30 million to the result of the period.
Within the framework of the Victor mixed project, the (50/50) joint-venture with BPI has led to the consolidation by the equity method of the companies Immoange, Victor Properties, Victor Estates, Victor Spaak and Victor Bara. No other important change was made concerning the related parties.
The updated information regarding other related parties will be disclosed in a note in the annual report.
ATENOR does not use derivative instruments for trading purposes. No new contract was implemented to cover rate hedges or foreign exchange hedges during 2018.
| Amount | ||
|---|---|---|
| Movements in own and treasury shares | (in thousands of EUR) | Number of own shares |
| On 01.01.2018 (average price : € 41.26 per share) | 8.195 | 198.622 |
| Movements during the period: | ||
| - acquisitions | 3.536 | 72.621 |
| - sales | -1.725 | -39.418 |
| On 31.12.2018 (average price : € 43.16 per share) (1) | 10.006 | 231.825 |
These shares aim to serve the share options plans (2015 to 2018) allocated to ATENOR staff and some of its service providers.
The Board of Directors is watchful of the analysis and management of the various risks and uncertainties which ATENOR and its subsidiaries are confronted with.
Only one dispute which ATENOR faces is still pending; this situation has not changed at all since the last publications:
We remind you that the company Com.Realty (Michel Pilette) claims a commission on the sale of the TREBEL project signed with the European Parliament following the public call for projects. By a decision handed down on 28 November 2016, the Commercial Court dismissed all of this company's claims against ATENOR. Com.Realty has, however, appealed the decision and the proceedings are still pending on appeal.
ATENOR considers these claims to be unfounded (as confirmed by the decision at first instance) and, accordingly, has not posted any provision in this respect. The hearings will be held in May 2019.
The options issued on this subsidiary benefit the members of the Executive Committee, personnel and some ATENOR service providers.
This SOP may be exercised during the three following periods: from 8 March to 31 March 2022, from 8 March to 31 March 2023 and from 8 March to 29 March 2024.
No other important event occurred since 31 December 2018 is to be noted.
Stéphan SONNEVILLE SA, CEO and President of the Executive Committee and the Members of the Executive Committee, including Mr Sidney D. BENS, CFO, acting in the name of and on behalf of ATENOR SA attest that to the best of their knowledge,
The Statutory Auditor, MAZARS – Company Auditors SCRL represented by Mr Xavier DOYEN, has completed the audit work and confirmed that it does not have any reservations concerning to the accounting information included in this press release and that it corresponds with the financial statements as approved by the Board of Directors.
1 Affiliated companies of ATENOR in the sense of article 11 of the Company Code
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.